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Corporate Governance in Emerging Markets: Why It Matters to Investors - and

What They Can Do About It

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Private
Sector Corporate Governance in
Emerging Markets: Why It Matters
Opinion to Investors—and What They Can
Do About It

22
A Global Melsa Ararat and George Dallas
Corporate
Governance
Forum Publication W hat should investors do when scholarly research on corporate
governance in emerging markets does not provide conclusive
evidence on which aspects of governance matter most across all the
emerging markets and how they affect firm performance? A researcher and
a practitioner team up to offer guidelines and recommendations that focus
on board independence and business group affiliation.

Foreword
Every day, institutional investors in emerging markets must make practical
decisions on the basis of incomplete and at times conflicting information.
So, it is critically important that they make the best use of this imperfect
knowledge. Moreover, investors too often enter emerging markets with
misguided perceptions of the underlying realities. And worse, they may
cling to a conceptual framework of governance that does not allow them
even to consider the searching questions they should be asking.

The Global Corporate Governance Forum is the

This Private Sector Opinion, by Melsa Ararat and George Dallas, explicitly
leading knowledge and capacity-building platform
dedicated to corporate governance reform in highlights this problem. The authors identify a serious gap in research on
emerging markets and developing countries.
The Forum offers a unique collection of expertise, emerging markets—between high-level cross-country studies, with their
experiences, and solutions to key corporate
governance issues from developed and developing
inconclusive findings on good governance indicators at the macro level, and
countries. the separate effort to establish firm-level or country-specific governance
The Forum’s mandate is to promote the private
sector as an engine of growth, reduce the
metrics, typically based on what works “in the West.” Unfortunately, fewer
vulnerability of developing and emerging markets than one percent of the research papers available on corporate governance
to financial crisis, and provide incentives for
corporations to invest and perform efficiently in a focus on emerging markets.
transparent, sustainable, and socially responsible
manner. In doing so, the Forum partners with
international, regional, and local institutions, The challenge for institutional investors is how to weight country factors,
drawing on its network of global private sector
leaders.
even if the investors conclude, as this paper notes, that “optimal governance
The Forum is a multi-donor trust fund facility is firm-specific.” Alongside the country factors—rule of law, risk of
located within IFC, co-founded in 1999 by the
World Bank and the Organisation for Economic
corruption, competitive intensity, and capital market capabilities—the
Co-operation and Development (OECD).

Electronic copy available at: http://ssrn.com/abstract=1914267

 indicator that bridges to the firm-specific context is the structure of ownership. The heart
of this paper is an exploration of two key dimensions of ownership structure: the quality of
board independence, and mitigation of the risks of business group affiliations. The authors
also provide practical guidance to investors in each of these areas.

In discussing the first of the two dimensions, the quality of board independence, Ararat and
Dallas address the fundamental difference between the governance challenge for boards
that operate in those developed markets where shareholders are dispersed, and boards
that operate in emerging markets, which are characteristically dominated by controlling
shareholders, often family members. In the former, the key governance risk is the agency
problem of self-interested management. In emerging markets, the central issue is subversion
of minority interests by the controlling shareholder bloc, whether it is a family, a group of
business partners, or a state-owned enterprise.

Can good governance practices overcome, or at least offset, the power of the dominant
ownership bloc? The authors are cautious, noting that a wealth of scholarly literature
suggests that the influence of independent directors is hard to demonstrate. More research
is needed to better understand the links between outside shareholders, such as institutional
investors, and their board representation.

But, to its credit, this paper does not stop there. Recognizing investors’ enduring interest
in identifying well-functioning boards, the authors provide their own set of health checks
and warning lights, designed to squeeze as much substance as possible from the limited
evidence that is typically available. Their recommendations on what investors should
press for are clear and well-reasoned. However, the inescapable problem is the uneven
balance of power: controlling shareholders will be receptive to such proposals only if
these proposals are demonstrably in their own interests. Ararat and Dallas set out some
promising mechanisms; it is up to the global investor community—equity investors
and bondholders—to devise inducements that will encourage controlling shareholders
voluntarily to make some concessions to achieve best practice.

The second dimension explored in this paper—how to mitigate the risks of business
group affiliations—presents a similar story. These risks have provided a field day for
cynical scholars, who have delighted in categorizing the multiple routes through which
related-party transactions can siphon or “tunnel” resources away from minority investors.
The presence of large-scale business groups maximizes the potential for such practices.
Offsetting this risk, as Ararat and Dallas point out, internal markets can at times be highly
beneficial when external product, labor, and capital markets are functioning poorly.

2 ISSUE 22
Private Sector Opinion Electronic copy available at: http://ssrn.com/abstract=1914267
Too often, however, controlling shareholders have the opportunity to engage in abusive
behavior, a circumstance that can be exacerbated in jurisdictions where transparency is
poor and where a weak rule of law fails to give minority investors proper judicial recourse.
Once again, the authors offer a practical helping hand. If on other grounds a potential
minority shareholder is inclined to invest, here are the health checks that will offer some
comfort, even if no certainty.

The overriding theme of this important and highly practical paper is the need for institutional
investors to work assiduously with boards and controlling owners to demonstrate the value
of ongoing engagement. The authors argue convincingly that investors can and should play
a role in shaping governance practices in emerging markets through informed voting and,
perhaps more importantly, ongoing engagement with companies and regulators.

Yes, naïve and opportunistic investors can be exploited by manipulative bloc holders.
Yet, ultimately such exploitation is a short-term strategy for incumbent owners and their
management teams. The tide of events is moving inexorably, if gradually but inexorably,
toward the greater integration of capital markets. Far-sighted controlling shareholders will
increasingly see the merits of responding more openly and willingly to investors’ reasonable
demands. Meanwhile, this paper provides practical guidance to investors in emerging
markets.

Paul Coombes
Chairman, Centre for Corporate Governance, London Business School

ISSUE 22 3
Private Sector Opinion
 Corporate Governance in Emerging Markets:
Why It Matters to Investors—and What They
Can Do About It
Melsa Ararat and George Dallas1

Emerging markets play an increasingly important role in the global economy, given their
high economic growth prospects and their improving physical and legal infrastructures.
Combined, these countries account for nearly 40 percent of global gross domestic product,
according to the International Monetary Fund.

For some investors, emerging markets offer an attractive opportunity, but they also involve
multifaceted risks at the country and company levels. These risks require investors to have
a much better understanding of the firm-level governance factors in different markets.

The Complexity of What Matters in Emerging Markets2

Over the past two decades, the relationship between corporate governance and firm
performance has received considerable attention from inside and outside academia.
Most cross-country studies on corporate governance focus on the relationships between
economic performance and countries’ different legal systems, particularly the level of
investor protections.

On a different track, researchers have investigated how different firm structures determine
corporate governance and the effect of those firm-level governance choices on firm
performance. These studies, largely based on data from developed countries with dispersed
ownership, assess several governance indicators that could be associated with higher
valuation and better performance.3

However, country-specific research on emerging markets has delivered mixed results,

suggesting that empirical evidence on the relationship between corporate governance
indicators and firm performance in emerging markets is inconclusive. Governance
arrangements that are optimal for investor protection in one country could be suboptimal
for companies in another. For example, the level of ownership concentration at which owners
are more likely to expropriate minority shareholders changes from country to country,

1
Melsa Ararat is Director of Corporate Governance Forum of Turkey and a member of the Faculty of Management at Sabanci University,
Turkey. George Dallas is Director of Corporate Governance at F&C Investments in London and a member of its governance and sustainable
investment team.
2
The analysis of existing research on corporate governance in emerging markets draws in part from M. Ararat’s scholarly articles (available
at http://ssrn.com/author=439363 and an F&C Investments report, Corporate Governance in Emerging Markets: An Investor’s Roadmap,
December 2008 (available at www.fandc.com/governance).
3
See La Porta et al. (1998) for anti-directors index, which uses governance indicators related to board contestability; Djankov et al. (2008) for
anti-self dealing index; and Gompers, Ishii, and Metrick (2003) and Bebchuk, Cohen, and Ferrell (2009) for governance indexes.
4 ISSUE 22
Private Sector Opinion
depending on the regulations and the level of enforcement. Further, in some circumstances,
“friendly” outside directors may also be more trusted and more knowledgeable than
“independent” directors.

For the past three years, approximately 1,000–1,200 papers have been published each year
on the Social Sciences Research Network with the term “corporate governance” appearing
as a key word in the abstract. However, fewer than 1 percent of these papers focus on
emerging markets. These numbers indicate a relatively limited scholarly focus on emerging
markets, possibly due to data limitations. Much of the work thus far has focused on board
structures, for which data are relatively more available.

Whatever the underlying reasons, we are left with

comparatively little specific scientific research to guide In the past three years, approximately
companies or investors in emerging markets—which is why 1,000–1,200 papers have been published
the Global Corporate Governance Forum has supported each year on Social Sciences Research
Network with the key word “corporate
the Emerging Markets Corporate Governance Research
governance” in the abstract. However,
Network. This network informs the Forum and its partners,
fewer than 1 percent of these papers
among others, about the most recent literature on corporate focus on emerging markets.
governance and development. It also identifies priorities for
future research in the Forum’s areas of activity, generates
and publishes discussion papers and research working papers, and promotes a research
strategy that supports academic research capacity in developing countries on corporate
governance. (See the summary of select papers from the network’s latest conference in
Seoul in May 2011 at the end.)

Factors That Shape Firm Performance

Despite being limited, country-specific empirical studies do reveal fundamental differences
among individual emerging markets. Also, scholars and practitioners reached consensus
that optimal governance is firm-specific. In other words, the best governance structure
for a particular firm will depend heavily on the context in which it operates—even in the
same market

Several factors have proven to be fundamentally important in shaping firms’ governance

choices in emerging markets:4

• The quality of public governance affects the level of law enforcement and, in turn,
the extent of bribery and other forms of corruption. These factors influence the
quality of corporate governance and corporate transparency in a country. Compliance
with the law and the avoidance of bribes can be a source of competitive

4
See Fan, John Wei, and Xu (2011) for a review.

ISSUE 22 5
Private Sector Opinion
 disadvantage in countries where compliance adds to the operating costs and runs
counter to business norms that tolerate bribery.5 Further, research suggests that it is
a misconception that all companies in countries with weak investor protection have
weak corporate governance systems.
• In countries where state ownership is common, the incentives and the quality of
government officials and regulators are key determinants of corporate behavior.
For example, state ownership is associated with better performance in some countries,
such as in China; in others, such as in Turkey, the correlation is negative. This
difference, which can be attributed to many factors, is usually contingent on the
incentive structures for public officials.
• Product market competition, although frequently considered a positive influence
on corporate governance practices, is generally far from perfect in emerging markets,
particularly in protected sectors.
• Financial market development is often hampered by weak legal foundations and
enforcement. As a result, the controlling shareholders invest their free cash in new
businesses that they control. Such diversified investments under common control
lead to the formation of business groups. In some emerging markets, such as India,
business group structures that function as internal financial markets are correlated
with better performance. In others, such as Colombia, group affiliation is negatively
associated with performance. Based on our analysis, this variation likely depends
on the primary motivation for the emergence of business groups in the first place,
which varies from tax optimization to lowering transaction costs to diversifying risks.
There is also a question of how—and whether—group structures are regulated. In
Taiwan, for example, connected enterprises are mandated to disclose crossholdings
and pyramidal links. In India, under the new Company Law, a company can hold
as many subsidiaries as it likes, but a subsidiary cannot act as the holding company
of another company. These provisions aim to prevent private control over public
companies through pyramidal structures.
• Ownership structures determine the nature of the relationship between the
board and performance. In many emerging economies, controlling families occupy
managerial positions in listed firms, and succession planning is often focused on
family members and not on professional managers. Family presence, especially
the founders’ presence on the board, is associated with better performance in
some countries where relationships matter more and the business elite are tightly
connected, such as in Thailand. In other markets, such as the Republic of Korea, the
presence of outsiders has a positive effect on performance.

5
See United States Department of Justice (2006) “Foreign Corrupt Practices Act Antibribery Provisions” for a summary of discussions on
how American companies were operating at a disadvantage due to the Foreign Corrupt Practice Act, which led the U.S. government to
negotiate, with OECD, the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

6 ISSUE 22
Private Sector Opinion
Traditional econometric research provides relatively little
guidance at this point, because the interplay between Traditional econometric research
institutions and their effect on performance outcomes is very provides relatively little practical guidance
difficult to model. at this point, yet corporate governance
remains a key risk factor for investors in
emerging markets.
Yet, corporate governance remains a key risk factor for
investors in emerging markets and an important determinant
of portfolio investment decisions. This is the case at both
the country level, where rule of law, regulatory quality, and corruption are key drivers for
country-level risks, and at the firm-specific level, where controlling shareholders (state,
families, or other financial or industrial groups) play a decisive role and are a source
of strength or weakness. These risks are relevant to equity investors and fixed-income
investors.

The Role of Investors

For companies with high-quality governance in weak legal regimes, the comparatively few
companies with good governance are likely to be valued more highly.

Even though investors tend to assign some form of discount in their valuation of firms in
countries with relatively poor corporate governance, one option for active investors is to
work with companies to improve their governance. The longer-term endgame should be to
realize value by reducing, or possibly eliminating, this governance discount.

Notwithstanding the constraints they face, investors can and should play a role in shaping
governance practices in emerging markets. This role should involve informed voting and,
perhaps more importantly, ongoing engagement with companies and regulators.

Voting: In practical terms, voting by institutional investors tends to have a minimal

near-term effect on the outcome of general assembly resolutions. Within the current
prevailing ownership structures, the outcome typically is determined by the way the
controlling shareholder votes. However, voting does deliver a message to management
about specific investor concerns. Particularly for those companies that want to
cultivate international investors for longer-term capital-raising purposes, expressions
of minority investor confidence—or concerns—through the voting process provide
important feedback and can be an influential agent for change.
Engagement: Many forms of engagement are possible, such as face-to-face meetings,
letters, and e-mail, and it can occur unilaterally by individual investors or collectively
by a group of investors. Unlike voting, engagement allows investors to focus on
specific issues for in-depth dialogue with company management, and the nature of
feedback is not limited to ballot items. Engagement can be productive, if investors

ISSUE 22 7
Private Sector Opinion
 understand the peculiarities of different markets and firms. It also helps if investors
understand the underlying reasons for a company’s deviations from generally
accepted norms of good governance.
Both voting and engagement present the same challenge: to understand which choices
matter in individual companies, especially given the external governance factors, and then
to focus on those choices. Emerging market firms are generally affiliated with multiple
networks connected by formal or informal ties. These structures present challenges for
quantification of governance risks.

Board Independence and Business Group Affiliation

The rest of this article discusses two internal corporate governance factors with broad
relevance: 1) board independence, and 2) business group affiliation. We chose the first
topic because it is the most researched aspect of boards in emerging markets and the
second because scholarly research indicates that ownership structure is a key determinant
of governance choice at the firm level. For each factor we present a summary of related
scientific research, an outline of the warning signs for associated risks, and a list of
recommended remedies to mitigate these risks. Although the individual recommendations
may not be relevant for every company, they may provide a useful reference for framing
investor-firm dialogue.

1) Board Independence

In emerging markets where external governance mechanisms are weaker, boards’ ability to
effectively monitor managers on behalf of shareholders has been crucially important for
corporate governance. However, this board function may be undermined if shareholders
and managers (ownership and control) are not fully separated. This is a particular concern
for minority shareholders in emerging market companies. Therefore, corporate governance
codes commonly recommend a high level of board independence—especially independence
from management.6 A study of outside directors in Korea, for example, shows that their
impact depends on the board’s overall composition and the market in which the firm
operates. Independent directors perform their role more
effectively in diverse boards, such as when boards include
Corporate governance codes commonly
foreign directors. In countries where independent members
recommend a high level of board
independence—more specifically, are not mandated by law, the labor market for independent
independence from management. directors does not develop, which, in turn, affects the
quality of independent board members.

6
See Zattoni and Cuomo (2010) for an overview of requirements related to board independence in corporate governance codes.

8 ISSUE 22
Private Sector Opinion
Review of Research on Board Independence

Paradoxically, empirical evidence to support this view is limited. Three comprehensive

surveys of the literature in developed markets find that “there is little to suggest that board
composition has any cross-sectional relationship to firm performance.” 7 Regarding board
independence in particular, existing studies on emerging markets also present inconclusive
results. Some studies report a significantly positive relationship between board independence
and performance, while others present insignificant or negative relationships. (See Table 1
at the end of this article for an overview.)

One possible interpretation of mixed results is that the nominally independent directors
are not independent enough or not really independent at all. The independent directors
may also be in such a minority on many boards that they are ineffective in the face of
nonindependent or affiliated directors. There is some empirical support for arguing
that a critical mass of independent directors would decrease the likelihood of their
marginalization.8

Scholars generally agree that the existence of a controlling shareholder in a firm has
fundamental influence on the meaning of independence and the board’s role.9 A variety
of possible links between the dominant shareholders and the independent directors may
not be captured by the letter of the corporate governance codes. Some researchers also
report that independent directors’ incompetence and their insufficient devotion of time
contribute to their ineffectiveness, citing the ceremonial role they play in many controlled
companies.10

A further complication arises in business groups, since important decisions are frequently
made outside the board at the apex of the group, and the board meetings of subsidiaries
remain a symbolic formality. More research is needed to clarify these issues.

Investor Perspective

Despite limited evidence of the impact of director independence in emerging markets, our
review of investment policies of major institutional investors shows that many of them
still expect boards to have a meaningful composition of independent directors to protect
their minority interests, especially in companies controlled by families, other firms, or
governments. Listed below are the risks of a nonindependent board, potential red flags,
and possible remedies or best practices regarding board independence.

7
See Hermalin and Weisbach (2003) and Bhagat and Black (2000) for reviews of literature on developed markets.
8
For example, see Konrad, Kramer, and Erkut (2008) for an empirical study on the effect of diversity, suggesting that minority opinions are
marginalized below a threshold of three.
9
See Bebchuk and Hamdani (2009) for an excellent explanation of this position.
10
See Li et al. ( 2011) for an explanation of the ineffectiveness of independent directors in the context of China.
ISSUE 22 9
Private Sector Opinion
 Key Risks:

• Weak or ineffective boards—crowded by family members—that do not provide a

constructive challenge to controlling shareholders. This, in turn, can lead to poor
strategic decisions or to controlling shareholders pursuing an agenda that benefits
neither the company nor minority shareholders.
• Entrenchment of weak executive management. This is a particular risk factor in
family companies, where attracting and retaining high-caliber professional staff can
prove difficult if top jobs are reserved for family members.
• Incentive systems that do not align the interests of executive management with those
of long-term shareholders.

Red Flags (Indicators):

• Lack of board independence—lack of independent members of significant

number and relevant expertise, or lack of information concerning board members’
qualifications and skills.

• No evidence of effective succession planning.

Entrenchment of weak executive
management is a particular risk factor in
family companies, where attracting and
retaining high-caliber professional staff
can prove difficult if top jobs are reserved
for family members.
• Lack of disclosure on board practices, poor shareholder
access to board members, or disclosure that
suggests poor attendance or a lack of rigor in board
deliberations.
• Poor disclosure on executive remuneration, or
remuneration policies that focus on short-term
performance.

Recommended Measures:

• Independent directors. Even where there are controlling or majority shareholders,

there should be enough quality independent directors to staff key committees,
particularly the audit committee. At a minimum, this implies at least two or three
independent directors—constituting at least one-third of the board.
• Succession planning. The company should have clear and transparent succession-
planning processes to guide the selection of new executive managers. The board
should establish explicit policies to prioritize professional management standards and
insulate executive appointments from political interference or inappropriate influence
from controlling shareholders.

10 ISSUE 22
Private Sector Opinion
• Remuneration. The company should develop a remuneration strategy—approved
by independent directors—that aligns executive management with minority
shareholders through a focus on long-term value creation.
• Best practices to enhance board effectiveness and independent oversight. These
can include:
• Identification of a specific director contact for investor outreach;
• Access to timely information flows, including financial statements and risk-
management reports;
• Private meetings of independent directors without the presence of executive
management and controlling shareholders;
• An independent board audit committee, whose members have relevant financial
experience;
• Disclosure of the risk-management process. There should be clarity on how
the board and executive management define and oversee management of risks,
including financial, operational, and reputational risks. Relevant structures,
policies, and processes should be featured in company public disclosures.

2) Business Group Affiliation

Many of the risks to shareholder value ultimately relate to concentrated ownership, which
is the predominant form of ownership in most emerging market companies.11 In many
cases, controlling shareholders can be a positive influence by providing strong oversight
over executive management and by fostering a corporate culture focusing on long-term
value creation.

Too often, however, controlling shareholders have the opportunity to engage in abusive
behavior, a circumstance that can be exacerbated in jurisdictions where transparency is
poor and where a weak rule of law fails to give minority investors proper judicial recourse.

For example, the case of Satyam Computer Services in India in 2009 demonstrates how
a controlling owner can perpetrate fraud and serve the owner’s interests at the expense of
minority shareholders. Similar examples exist in other markets. In 2008, Sibir Energy in
Russia agreed to engage in property transactions to accommodate one of the company’s
largest shareholders. In Gome Electrical Appliances in China, the company’s chairman
and controlling shareholder was convicted in 2010 of manipulating the company’s stock—
and has attempted to control the company from prison.

11
Bebchuk and Hamdani (2009).

ISSUE 22 11
Private Sector Opinion
 Business group structures that bring together diversified businesses under the common
control of a controlling shareholder add further complexity to concentrated ownership. In
many countries, most firms are affiliated with a business group that is controlled by an
owner through a complex web of ownership structures.

Review of Research on Business Group Affiliation

Most of the empirical studies focus on understanding the role of business groups as an
internal market. Intragroup transactions involve transfer of labor, materials, goods, assets,
and financial capital. These related-party transactions may be subject to conflicts of interest
or may have hidden objectives, because businesses are frequently organized into groups that
include a diversified portfolio of firms controlled by the same controlling shareholder.12

A key risk in business group affiliations is the potential for expropriation or use of a
company to serve the interests of controlling shareholders rather than the company’s
own interests. The likelihood of expropriation increases when the controlling shareholder
is a minority owner but controls the majority of the votes by corporate pyramids and
cross shareholdings. Family-owned business groups (multiple firms controlled by a single
family) are likely to adopt a pyramidal ownership structure. Researchers present evidence
of a significant amount of tunnelling13 that takes place in such firms.14 Diversion of cash
flow is higher in firms placed in a pyramidal structure than in firms controlled directly
by families. The lower the direct ownership, the higher is the diversion. Transfers can
be accomplished via loans with no or low interest or even without any expectation of
repayment, via overpayment for services, or by selling a firm’s assets for a fraction of its
market price.

On the other hand, controlling owners may also act as a positive force and inject resources
into a controlled company. There is some evidence that, in state-controlled business
groups, the state can provide constructive support to firms in a way that benefits minority
shareholders by preventing managerial overinvestment.15 However, in other cases, state
influences in emerging market companies can reflect government agendas that suggest
limited commercial motivation or regard for the interests of minority shareholders. For
example, in Chinese state-owned enterprises, the rotation of chief executives from one
state-controlled firm to another (sometimes competing firms) raises questions about
commercial effectiveness and succession planning.

12
See, for example, Kar (2010).
13
Tunnelling is a transfer of assets and profits out of firms for the benefit of their controlling shareholders.
14
See Bertrand, Mehta, and Mullainathan (2002); Almeida and Wolfenzon (2006); and Morck, Wolfenzon, and Yeun (2005) for ample
evidence of the tunnelling propensity of controlling shareholders.
15
Yu, Van Ees, and Lensing (2009).

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Private Sector Opinion
Corporate governance literature indicates a consensus that
business groups function primarily as tunnelling devices A key risk in business group affiliations is
for their controlling shareholders, yet strategy literature the potential for expropriation or use of
argues that business groups can substitute for weak market a company to serve the interests of the
controlling shareholders rather than the
institutions in emerging economies.16 Business groups can
company’s own interests.
effectively nurture and manage human capital through
resource sharing or internal labor markets to compensate for
a shortage of skilled labor, and they can leverage free cash to substitute for inefficient
public capital markets. There is also some evidence that group companies perform better
than stand-alone firms, based on productive capabilities, although in some countries the
results indicate the reverse.17

Investor Perspective

Many investors take an agnostic view of business group affiliations. They recognize that
the presence of controlling shareholders can serve a positive or negative function, and so
their influence should be assessed on a case-by-case basis. Listed below are the risks of
business group affiliations, potential red flags, and possible remedies or best practices.

Key Risks:

• Controlling shareholders that pursue private benefits of control at the expense of

minority shareholders or creditors.
• Mild or extreme forms of expropriation through asset transfers and self-dealing.
• Related-party transactions involving transfers of wealth on uneconomic terms that
deprive minority shareholders of value. (Some related-party transactions are beneficial
to both parties.)

Red Flags (Indicators):

• Opaque ownership structures.

• Mismatch between economic stake and voting rights—a system of different share
classes that grants voting influence to the controlling shareholder in excess of its
ownership stake.
• Weak regulatory environment for shareholder protections, compounded by a corrupt
or ineffective judiciary.

16
See Khanna and Yafeh (2007) for an explanation of the role of business groups in allocating scarce resources and capital in the absence of
effective labor and capital markets.
17
See Mahmood and Mitchell (2004) for a discussion on innovation and business group affiliation.

ISSUE 22 13
Private Sector Opinion
 Recommended Measures:

• Disclosures on ownership. Clarify the ownership structure (particularly ultimate

beneficial ownership),18 relationships with third-party affiliates, and the relationship
between economic stake and voting control.
• Ensure that voting rights match economic ownership. This can include
eliminating voting-rights differentials between different share classes or merging
share classes following an independent valuation exercise to ensure that the rights
of each class of owners are protected. Where this is not done, companies should at
a minimum guarantee tag-along rights to owners of preferred or other nonvoting
shares.
• Related-party transactions. Investors should insist that related-party transactions of
a material nature be scrutinized and approved by independent board members, who
should, in turn, ensure that they are conducted on the basis of independently vetted
arms-length valuations.
• A relationship agreement. This is an arrangement whereby the controlling
shareholder undertakes through a contractual agreement to promote the interests
of the firm as a whole, and therefore to respect in full the rights of its minority
shareholders and creditors. The terms of this form of agreement can relate to the
appointment of board directors, the approval of capital transactions, areas of potential
conflict where controlling shareholder-appointed directors cannot vote, and other
forms of related-party transactions involving the controlling shareholder.

18
Ultimate beneficial ownership refers to ultimate shareholders with voting rights whose ownership is disguised by institutional ownership.

14 ISSUE 22
Private Sector Opinion
Conclusion
More research is needed to better understand the many aspects of the relationship between
corporate governance and firm performance in emerging markets. Published research is
limited. But, because emerging market firms are generally affiliated with multiple networks
connected by formal or informal ties, the structures themselves present challenges for
quantification and scientific data analysis.

Recent corporate governance research has been interdisciplinary, including law and
finance research as well as investigation from organizational, management, and sociology
perspectives.19 These studies reflect the importance of looking at corporate governance
holistically to gain a better understanding of how drivers of “good” governance are
supported or undermined by the institutional framework.

The guidance and recommendations presented in this paper must be framed within the
overarching context of complexity. Firms need to engage in a more systematic outreach
to minority investors to demonstrate how their own approach to governance addresses
investor risks and concerns. Doing so could carry the benefit of reducing, or possibly
eliminating, discounts that are often made on emerging market firms, reflecting both
macro and micro governance concerns.

Also, institutional investors in emerging market firms should take greater responsibility
for building a sustained dialogue with the boards and executive management of the
firms they invest in. This means that investors should exhibit the patience necessary to
take a long-term view and to work with firms to help them improve their governance
standards—and ultimately their valuations, over time. This process of engagement has the
potential to add value to firms and to investors.

Finally, the dialogue between academia and the investment community should improve
further. This is where the Global Corporate Governance Forum has a role: supporting
research on corporate governance in emerging markets and facilitating a dialogue between
the scientific community and investors. The Forum is addressing this need through the
Emerging Markets Corporate Governance Research Network.

19
Aguilere et al. (2008).

ISSUE 22 15
Private Sector Opinion
 Insights from the Emerging Markets Corporate
Governance Research Network
To promote corporate governance in emerging markets and transition economies, the
Forum supports the Emerging Markets Corporate Governance Research Network. The
network’s conference in Seoul, Korea, in May 2011, included the presentation of nearly 40
papers. Among the topics were “the impact of corporate governance on firm performance
and economic development” and “the role of legal, economic, and political institutions
in shaping corporate governance systems in emerging markets.” (All of the papers are
available at: http://www.gcgf.org/ifcext/cgf.nsf/Content/Korea_RN_May2011.)

Firm mechanisms to mitigate agency conflicts are key institutional investor

considerations.

Researchers Joseph A. McCahery (Tilburg University), Zacharias Sautner (University of

Amsterdam), and Laura T. Starks (University of Texas at Austin) surveyed institutional
investors with significant portfolio holdings in two countries—the United States and
The Netherlands—to learn more about how their preferences determine their investment
selection. In their paper, “Behind the Scenes: The Corporate Governance Preferences of
Institutional Investors” (December 2010), the researchers report the following findings:

[I]n the presence of weaker investor protection, firm-level corporate governance

mechanisms are highly important, with the most important being mechanisms that
mitigate agency conflicts between managers and shareholders (through incentives
provided by executive compensation) as well as mechanisms that mitigate potential
agency conflicts between large and small shareholders (through dispersed ownership
structures, transparency regarding large blockholdings, and independent board
structures). An important implication of these results is that firms in countries
with weak legal regimes may be able to attract investors through stronger corporate
governance mechanisms.

Finally, we find that the majority of institutional investors that responded to our
survey are willing to engage in shareholder activism. Their preferred methods would
be, first, to vote with their feet (i.e., simply sell the shares), second, to vote against the
company at the annual meeting, and third, to engage in discussions with the firm’s
executives. Further, a substantial number of the investors would consider contacting
the firm’s directors to discuss their concerns and some would even employ the more
extreme measure of taking legal action. The strength of these responses combined
with the fact that only a small percentage of the investors would engage in public
criticism imply that behind-the-scenes shareholder activism may be more prevalent
than previously thought.

16 ISSUE 22
Private Sector Opinion
A director’s social network matters in determining a firm’s value—so, too, does his
or her “independence” or “friendliness.”

Fudan University professor Qianru (Cheryl) Qi examined how directors’ interconnections

influence director appointments, firm performance, and board behavior, “whether the
board is the firm value maximizer or social alliance to the CEO.” After reviewing the
“interlock network data” of U.S. and Chinese publicly traded firms over 10 years, Qi finds
that “social network connections in both countries are important in determining who gets
which directorship.” In her paper, “How Does The Director’s Social Network Matter?
Evidence from Structure Estimation” (January 31, 2011), Qi notes that the possibility
of obtaining a board seat increases by 30–150 times if the director has a tie to the hiring
board. She also found that “boards discount the value of directors with a large number of
outside directorships, indicating a desire for effective monitors.”

Connections also play a role in determining whether an “outside” director is “independent”

or “friendly,” the subject of a study by Seoul National University researchers Sung Wook
Joh and Jin-Young Jung. The researchers examined business, professional, and social ties
of directors to determine whether board independence and lack of independence affect
firm value. Their paper, “Effects of Independent and Friendly Outside Directors,” states:
“Our main finding is that, on average, independent outsiders have positive impact on firm
value while friendly outsiders have negative impact.” Also, “Independent boards as monitor
perform better in large firms with less-information asymmetry. However, friendly boards
increase firm value more than independent boards when facing financial volatility and
M&A threats. Furthermore, politically connected friendly outsiders have more positive
impacts on the domestic companies. Our results suggest that the effectiveness of boards’
multiple roles as monitor, advisor, and facilitator depends on their independence and
corporate environments. . . . Although facing a negative response from the markets for
appointing friendly directors, firms might benefit from outside directors who can be close
counselors and trusted facilitators depending on corporate environments.”

Corporate social responsibility alone is limited in its ability to drive reforms.

Villanova University Professor Jonathan P. Doh and lecturers Kenneth Amaeshi (University
of Edinburgh) and Onyeka K. Osuji (University of Exeter) express some skepticism
regarding the power of corporate social responsibility (CSR) to drive institutional change.
In their paper, “Corporate Social Responsibility as a Market Governance Mechanism: Any
implications for Corporate Governance in Emerging Economies?” they write that, “despite
the promises of CSR, it will be dangerous to rely on it, in isolation of other complementary
institutional configurations, to drive institutional change and enable a progressive society
in different institutional contexts.”

ISSUE 22 17
Private Sector Opinion
 Firm performance could be improved by limiting family involvement.

Family firms dominate economies in emerging markets and developing countries.

Researchers En-Te Chen (Queensland University of Technology), Stephen Gray (University
of Queensland), and John Nowland (City University of Hong Kong) study the ways in which
families are involved in firms, from ownership to board director positions to management.
They find that the “form of family involvement” is a function of the firm’s characteristics,
with “family representatives” being more likely in acquired or second-generation family
firms. In their paper, “Family Involvement and Family Firm Performance” (January 2011),
they write: “[W]e find negative relationships between family directors, family managers
and firm performance. No relationships are found for family ownership and family CEOs.
Consistent with our expectations, we find that family member directors have a greater
negative effect on firm performance than family representative directors.”

Firms with greater transparency experience less liquidity volatility, particularly

during market downturns.

Researchers Mark Lang and Mark Maffett (both at the University of North Carolina
at Chapel Hill) used a diverse global sample to demonstrate that “firms with greater
transparency, as measured by quality of accounting standards, quality of auditor, level of
earnings management, analyst following and analyst forecast accuracy, are characterized
by less volatility in liquidity, as well as lower correlations between firm level liquidity
and stock returns. Further, more transparent firms are less likely to experience ‘extreme
illiquidity events,’ where liquidity essentially vanishes. . . .” Their paper, “Transparency
and Liquidity Uncertainty in Crisis Periods” (October 2010), goes on to say that “the
effect of transparency on each of our liquidity variables is more pronounced during market
downturns.”

18 ISSUE 22
Private Sector Opinion
Table 1: Summary of Empirical Studies of Board Independence in Emerging
Markets

Dependent Independent
Study Country Main Results
Variables Variable (mean)

OLS and fixed effects:

Proportion of not significant
Lefort and Urzua
Chile Tobin’s q independent
(2008)
directors (20%) 3 SLS: significantly
positive

Proportion of
Liang and Li Return on
China outside directors Positive significant
(1999) investment
(25%)
Proportion of
affiliated (30%) Positive significant
Peng (2004) China ROE, SGR and nonaffiliated (affiliated outside
outside directors directors on SGR)
(11%)

FRAUD: A dummy Proportion of

Chen, Firth, Gao, variable for firms outside (or
China Negative significant
and Rui (2006) subject to an nonexecutive)
enforcement action. directors (13%)

Gross profit ratio Proportion of

Lo, Wong, and
China on related party independent Negative significant
Firth (2010)
transactions directors (34.5%)
Positive significant
Ghana,
Proportion of (ROA)
Kyereboah- South Africa,
ROA and Tobin’s q nonexecutive
Coleman (2007) Nigeria. and
directors (42%) Not significant
Kenya
(Tobin’s q)
CARs for Proportion of
Cheung, Rau,
announcements independent
and Stouraitis Hong Kong Not significant
of connected directors (28.6%
(2006)
transactions median)

Cheung,
Connelly, Market-to-book Number of outside
Hong Kong Not significant
Limpaphayom, ratio, ROE directors
and Zhou (2007)

A higher proportion of
independent directors
Proportion of
moderates the
Jaggi and Tsui Abnormal insider independent
Hong Kong positive association
(2007) trading nonexecutive
between insider
directors (16.68%)
selling and earnings
management.

ISSUE 22 19
Private Sector Opinion
 Dependent Independent
Study Country Main Results
Variables Variable (mean)

Proportion of
Hong Kong, Concave relationship
independent
Chen and Malaysia, with an optimal
ROA and Tobin’s q directors (23%
Nowland (2010) Singapore, level of board
family firms, 34%
and Taiwan independence at 36%
other firms)
ROA, ROE, the Proportion of
Ghosh (2006) India average value of nonexecutive Not significant
ROA, ROE and ROS directors (7%)
OLS: Not significant

RR: Positive
Indonesia,
Ramdani and Proportion of significant
Malaysia,
Witteloostuijn ROA outside directors
Korea, Rep.,
(2010) (69%) QR: Positive
and Thailand
significant at the
median and 75th
percentile

Proportion of
The level of
Barako (2007) Kenya nonexecutive Negative significant
voluntary disclosure
directors (>50%)
ROA, ROE, Profit Proportion of
Choi and Hasan
Korea, Rep. efficiency, Risk outside directors Not significant
(2005)
measures (50%)

Dummy variable
indicating whether
Black, Jang, and Tobin’s q and
Korea, Rep. firms have 50% Positive significant
Kim (2006) profitability
or more outside
directors

Proportion of
outside directors Not significant
(31.2%)
Choi, Park, and
Korea, Rep. Tobin’s q
Yoo (2007)
Proportion of
independent Positive significant
directors (21.3%)

Proportion of
Cho and Kim
Korea, Rep. ROA outside directors Positive significant
(2007)
(46.2%)
Proportion of
Kim (2007) Korea, Rep. Tobin’s q outside directors Not significant
(26%)

20 ISSUE 22
Private Sector Opinion
 Dependent Independent
Study Country Main Results
Variables Variable (mean)

Board
independence
Cumulative market-
Black and Kim index based on the
Korea, Rep. adjusted returns Positive significant
(2007) existence of 50%
and Tobin’s q
or more outside
directors
Proportion of
Mak and Kusnadi Malaysia and
Tobin’s q independent Not significant
(2005) Singapore
directors (34%)
Not significant
Filatotchev, Dummy variable:
ROA, ROCE, EPS,
Lien, and Piesse Taiwan Independent board
STIC Negative significant
(2005) chairman (23%)
(STIC)
Negative significant
Proportion of (ROA)
Kaymak and ROA and asset
Turkey outside directors
Bektas (2008) growth
(69%) Not significant (asset
growth)
Fraction of
Ararat and
Turkey Tobin’s q, ROA independent Negative significant
Yurtoglu (2011)
directors (7%)

22 countries,
Dahya, Dimitrov, Proportion of
including 7
and McConnell Tobin’s q outside directors Positive significant
emerging
(2008) (69%)
markets

CAR (Cumulative Abnormal Returns)EPS (Earnings Per Share)

OLS (Ordinary Least Squares)
QR (Quintile Regression))
ROA (Return On Assets)
ROCE (Return On Capital Employed)
ROE (Return On Equity)
ROS (Return On Sales)
RR (Ridge Regression)
SGR (Sales Growth Rate)
SLS (Savings and Loan Societies)
STIC (Sales-To-Issued-Capital ratio)
Tobin’s q (the ratio between the market value and replacement value of the total assets)

Source: Ararat, Orbay, and Yurtoglu (2011).

ISSUE 22 21
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 About the Authors:
Melsa Ararat is Director of Corporate Governance Forum of Turkey and a
member of the Faculty of Management at Sabanci University, Turkey. She is
the founder of ILLAC Ltd, a London-based advisory services firm specializing
in governance and sustainability, and one of the founders of Logos Asset
Management, an independent firm in Turkey. Melsa’s research centers on
corporate governance and sustainability in emerging economies, and she
has published in refereed journals, contributed to numerous books, and is
the author of Sustainable Investment in Turkey 2010, a report published by
IFC. She is a member of ECGI (European Corporate Governance Institute)
and of ICGN (International Corporate Governance Network), where she
sits on the awards and business ethics committees. Melsa has coordinated
the Forum’s Emerging Markets Corporate Governance Research Network
since 2007 and has been director of Carbon Disclosure Project-Turkey since
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